Three Is Company
by MischiefsPrincess
Summary: "Half the factories are already full, I can't sew, and heaven forbid a woman work on the docks." She said and slumped down in a chair. Steve sat down his sketchbook and pencils. He walked over and rubbed her shoulders. He knew how her back would ache when she got upset, her emotional pain always seemed to manifest itself physically.
1. Chapter 1

**Chapter 1**

Before the war, Bucky and Steve lived in an apartment with their friend Lily. Lily was an oddball; she had short, brown hair and was a bit of a tomboy. Bucky and Lily would go out looking for work and Steve would draw for ad companies and sometimes the newspaper. Lily would come home frustrated, after not being picked at the docks.

"I can work circles around half those men." She huffed. "I shouldn't be valued any less because I shave my legs instead of my face." She sighed.

"Lily it's ok, I'm sure you can find something else." Steve assured.

"Half the factories are already full, I can't sew, and heaven forbid a woman work on the docks." She said and slumped down in a chair. Steve sat down his sketchbook and pencils. He walked over and rubbed her shoulders. He knew how her back would ache when she got upset, her emotional pain always seemed to manifest itself physically.

"They're holding auditions tomorrow, for show girls at a gentlemen's club. It's worth a shot right?" She asked.

"Lily you don't have to do that, we'll figure it out."

"Steve we're barely scraping by, rent is due in a week, and we need our medications." Steve nodded. While Lily didn't have as many problems as Steve, she did have severe arthritis and it was excruciating. Steve noticed that her hands were a little swollen.

"It's a good thing they didn't pick you today, you're in pain aren't you?" He questioned and she nodded. Steve knelt down in front of her and started gently massaging her hands.

"You have a fever, I can feel it." He told her and put his hand on her forehead for good measure.

"I'm fine Stevie." She sighed and kicked off her shoes.

"No you aren't, if you aren't fine say something, you don't have to hide it and tough it out." He said and stood up to look for some pain killers.

"Oh, like you don't hide the pain. I've watched you lie to nurses, when the pain was so bad your teeth were chattering, you told them it was only a five on the scale." She scolded.

"Then I guess we're both liars then." He huffed, then brought her a glass of water and a couple painkillers.

"If your fever doesn't go down soon I'll toss you in a cold bath, clothes and all." He teased, knowing he couldn't really pick her up, even if he wanted to. After a few hours of sitting with Steve while he drew, she was feeling a little better. She got up and clean the kitchen before starting dinner. She figured if she couldn't find a job, the least she could do was make sure her boys were fed. She wasn't really good at household duties, but she tried. She could still hear her mother's voice saying that she'd never find a man, no man wanted a woman that couldn't manage the kitchen, the sewing, or the kids. No man wanted a woman that wore slacks and got into fights. Bucky came home that night, tired and grumpy.

"I got five dollars, it's not much, but we can get Steve's medicine." Bucky announced.

"I made dinner, it's just vegetable soup, but it can last us a couple days." Lily said before bringing them each a bowl. They graciously accepted it and started eating.

"I'm going to go down town tomorrow, they're holding auditions for show girls at a gentlemen's club." She told Bucky.

"Lily, I told you we'll find some other way, after I finish this Ad deal we'll have plenty for the rent." Steve told her.

"What about food, heat, and clothes? We only have enough food to last till the end of the week, its freezing in here, and Bucky's socks are almost worn through." Lily reminded him. Steve looked over at Bucky, hoping he'd back him up.

"Steve these are desperate times, we have to get money where we can." Bucky sighed.

"We can't afford the luxury of our dignity." Lily said.

"Lily this isn't about dignity, those men at those clubs, they aren't gentlemen."

"I can hold my own Steve, none of them are going to touch me unless they want to lose their valuables." She said as a matter of fact. After eating and down the last of some old, sour whiskey, the three retired to their small, shared bedroom. They usual took turns taking the bed or the floor, since the bed could only hold two people. That night Bucky and Lily took the bed, while Steve slept on a makeshift cot, on the floor. Steve couldn't help but feel a pang of jealousy when he saw Bucky's arm wrap around Lily, but he never thought Lily could love a shrimp like him. The next morning Lily got up first, groaning and wringing her swollen hands.

"Doll, you ok?" Bucky questioned and rubbed his eyes.

"I'm fine, the cold makes it worse." She cried.

"Here, let me see." Bucky took her hands in his, he rubbed them and breathed on them, hoping it would help a little. Once the pain left she got up and got dressed.

"Bucky this isn't a good idea, those men are pigs." Steve told him.

"I know, but once she puts her mind to something, there is no talking her out of it." Bucky left for work, Lily left for the audition, and Steve sat there, praying she wouldn't get the job.


	2. Chapter 2

**Chapter 2**

***The club scene was inspired by the **_**Doctor Who**_ **episode **_**Daleks in Manhattan**_ **and the song is from that episode as well." **

Steve sat anxiously trying to draw, but not being able to focus. He set aside the ad drawing and started working on a portrait of Lily that he planned to give her for her birthday. In the portrait she was wearing her black slacks and a White Button down shirt with one of Steve's ties and a hat. She looked prettier in slacks than any other Dame did in a dress. Steve heard the door open and he quickly put his sketchbook away. Lily walked in and hung up her coat.

"I got the job and I start tonight." She told him.

"That's great." Steve said, but his tone said the opposite.

"Look I know you don't like this, but we're desperate Steve. Just promise me you won't look at me differently because of this." She pleaded. Steve's heartbroke, Lily was afraid of what people would think of her, what Steve would think of her.

"Lily, nothing would change my mind about you, about who you are. You're a good person, and you care so much about Bucky and I, sometimes too much. Even though I think this is a bad idea, I promise I'll support you." He reassured her before hugging her loosely. When Bucky came home she told him the news. She asked them to come to the club that night, for support. Steve really didn't want to, he didn't want to see her this way, but he knew she needed support. Bucky and Steve waited at the table as the room lights went dim and the stage lights went up. Lilly stood there in white lingerie and angel wings, Steve blushed and momentarily turned his head. Lily leaned into the microphone and and started to sing.

"_I'm a country girl, I ain't seen a lot  
But you came along, and my heart went pop  
You took a little streetcar to my heart  
And an apple of love fell off my apple cart  
You looked at me, my heart began to pound You weren't the sort of guy I thought would stick around  
Hey, but it don't have to be eternally  
My bad, bad Angel put the Devil in me  
You put the Devil in me...  
You lured me in with your cold grey eyes  
Your simple smile, your bewitching lies  
One and one and one is three  
My bad, bad Angel, the Devil in me!  
You put the Devil in me!  
My bad, bad Angel, you put the Devil in me!" _

The room filled with cheers, Bucky and Steve sat there with their mouths wide open. They made their way back stage, that's when Steve noticed Bucky was holding a rose.

"I don't think Mrs. Henderson will miss one do you?" Bucky said with a chuckle before handing it to Steve.

"Go give this to your gal, punk." Steve smiled before walking over to her. She had taken off the wings and put on a robe.

"Lily you were amazing." He said and handed her the rose.

"Thanks Stevie." She said and kissed his cheek before accepting the rose.

"You were great kiddo." Bucky praised. The man who operated the club walked over to Lily and handed her a wad of cash.

"You've got just what we're looking for kid, keep it up and there is more where that came from, sweetheart." He told her. The man smacked her on the rear and walked off. Lily's face flushed and Steve was fuming, he wanted to say something, but he didn't want to get Lily fired. That night Bucky went to pick up dinner while Steve and Lily walked home. There was still traces of makeup on her face, that shimmered in the moonlight.

"Thanks for not saying anything earlier, I know it upset you." She sighed.

"Like you said you can hold your own." Steve said. She stopped him under a street lamp and leaned down to kiss him. It was short and sweet, and Steve never wanted it to end.

"I want you to know, none of those guys catcalling me mean a thing, because at the end of the night you're the one I'm coming home to."

***Two years later***

World War two had just begun, and everyone was doing all the could to help in the war effort. Steve walked out of the recruiting office, once again disappointed. Lily was standing outside reading the newspaper. She looked over and saw the downtrodden look on his face. She walked over and hugged him close.

"I'm sorry Stevie." She said and kissed his cheek. The couple went to the movies, Lily hoped this would get Steve's mind off of everything, that is until the war propaganda started to play. Some rude loud mouth had to complain and Steve stood up to him, which ended in a fight in the alley.

"Leave him alone!" Lily shouted and the man pushed her.

"Don't touch her." Steve screamed and punched him. The man swung back and he grabbed a trash can lid to defend himself. Bucky came up from behind and pulled the larger man off of his best friend. That's when they noticed Bucky was in a uniform, the trio knew this would be their last night together for awhile. They went to the Stark Expo and Steve found a recruiting station.

"Steve don't do this to yourself again." Lily begged.

"Lily I have to, men are dying, I have to do all I can." He told her.

"I know, I love you Steve."

"I love you too Lily." Steve disappeared into the the recruitment exam room and left Lily waiting with Bucky. Steve returned twenty minutes later and to their surprise, Steve was accepted. Bucky gave them some time alone to say goodbye. Lily cried that night, and she didn't cry often.

"It won't be forever Lily." He sighed.

"I know, I'm just worried, what if something happens to you?" She sniffled.

"Lily I promise I'll come back, and here is something to hold me to that promise." Steve her as he got down on one knee and pulled out a velvet ring box. More tears leaked from her eyes as she nodded and accepted it.

"I love you so much Stevie." She said and kissed him passionately. "You know, Bucky won't be home for another hour and I need to try on a new outfit for the club." She whispered seductively and Steve couldn't help but blush.

***I know it doesn't seem like it, but I am going to stick to the movies as close as I possibly can, hope you enjoyed. I felt like this chapter was a little lacking, but it will pick up.***


	3. Chapter 3

**Chapter 3**

Steve wrote to Lily every week, he told her about the program and the changes that he had gone through. He sent her a picture and she told him that she loved him no matter how he looked. Lily had a surprise for him too, she had become a WASP, a Woman Airforce Service Pilot. He worried about her, but he was thankful that she was no longer working in that awful club. One day after Steve finished one of the musical numbers he went back to his tent to write another letter to was when Peggy poked her head in, Peggy was a good friend and she really seemed to care about him.

"Steve you have a telegram." She told him, telegrams were never good news at that time. Steve opened it nervously and what he found was devastating.

_Dear Steven Grant Rogers, _

_We regret to inform you that your fiance, Lillian Abigail Martian, passed away at 4:15 AM, Thursday morning. Her plane was struck by lightning above Berlin._

Steve's eyes filled with tears and he sobbed into his palms. Peggy walked over to him and sat next to him on his cot.

"Steven? What's the matter?" She questioned.

"My Fiance, she is…. Was a WASP, her plane got struck by lightning and she was killed." he cried.

"Oh, Steve, I'm so sorry." Steve and Lily had so many plans for the future and they were all gone, all at once. Steve would never get to hold her again or kiss her beautiful, soft lips. Steve spent months hoppin it was all just some horrible dream, but Peggy was there for him every step of the way. He started developing feelings for her, which made him feel guilty. When he and Bucky were reunited he told him it was ok to move on, that Lily would have wanted him to, so he did. Steve would always love Lily, but he loved Peggy too.

***70 years later***

Electricity surged through Steve as he fought a villain called Spark. Steve grunted and punched her hard in the jaw. Tony came up behind her and latched a power dampening collar around her neck. She growled and tried to pry it off.

"Relax Spark, it's over." Cap barked.

"Let's find out who's under the mask." Clint said before ripping the mask off. Steve's eyes nearly jumped out of the sockets when he saw her, it was Lily.

"Lily?"

"You know her?" Tony questioned.

"She is my fiance." Steve confessed. They took her back to Shield and they put her in a cell.

"I don't understand, they told me she was dead." Steve said, trying to hold back tears, not wanting to seem weak in front of his team. He looked at her through the glass as she massaged her hands, they were swollen and shaky.

"She has severe arthritis, she needs and anti-inflammatory." He said.

"I'll see what I can do." Bruce told him before giving him a friendly pat on the shoulder and leaving the room. Lily had scars on her face, neck and arms and a Hydra tattoo at the nape of her neck, but it was still her.

"We will disable Hydra's programing Steve." Natasha assured him. Steve was able to get a cot brought down so he could sleep on the other side of the glass, but neither of them slept. She just sat there, staring at him.

"I've got to say sweetheart, this is the quietest you've ever been." He sighed. She suddenly stood up and walked over to the glass, she pressed her hand against it, he did the same.

"St-St-Stevie." She stuttered out.

"I'm here doll, and I'm not going anywhere." The next morning Bruce slipped in and gave her a strong anti-inflammatory.

"Maybe now that she isn't in excruciating pain she'll be a little more docile." Bruce said. Steve's phone rang and he went into the other room to answer it, he still wasn't a huge fan of cellphones, but there were benefits.

"Hey Steve, I'm on my way back. Should I expect flying monkeys or an alien invasion?" His friend joked.

"How about a family reunion? We finally caught spark… Spark is Lily, Lily is alive."

"That's amazing, but why is she evil and electrocuting people?" Bucky questioned in confusion.

"Hydra."

"Of course, well hang in there Punk, I'll see you in a few hours." Steve went back in and looked her over.

"I want to go into the cell." He announced.

"Steve, I don't think that's a good idea." Clint said.

"Look I can take whatever she can dish out, she recognized me, let me see if I can help her." The guards reluctantly let him in. She slowly made her way over to him and he braced himself.

"Steve." She whimpered.

"It's me love. We made it, all three of us did, it just took a little longer than expected." She stepped forward and fell into his arms before dissolving into soft sobs.

"Shh, it's ok Lily, it's ok."


	4. Chapter 4

**Chapter 4**

Lily slept in Steve's lap while the doctors checked her over and gave her another anti-inflammatory shot. Steve thought back to the last time he had seen her.

*The morning Steve left for boot camp.*

Lily slept soundly on the bed with dried tear tracks on her face. He knew how much this hurt her and how scared she was, but this was his duty. He had to protect his country, he had to protect her. He leaned down and kissed the top of her head, he hadn't meant to wake her, but she was a light sleeper.

"Steve." She squeaked and looked him over, feeling anger and sadness at the sight of the uniform.

"I hoped it had all been a dream." She cried.

"I'm sorry doll, it's real." He said and brought her in for one last hug. Fresh tears soaked through his shirt.

"I want you to be sure you walk home with one of the other girls from the club. You and Ruth seem to get on well, maybe she'll walk with you." He told her and she nodded. Steve never told her what to do, but he did not want her walking downtown alone, and this was one thing she wasn't going to argue about. Steve didn't know the club would shut down a week later, he didn't know Lily would feel the same spark he had after she saw a photograph from the front lines. But somehow, he knew she'd be ok, and that's what gave him the strength to leave.

*Now.*

Bucky entered the room with worry in his eyes.

"She ok?" He questioned and sat down next to Steve.

"Yeah, she's alright. I never thought I'd get to see her again Buck." Steve sighed and brushed her hair back.

"Steve I know this seems like a saving grace or a gift from heaven, but she may not be the same Lily anymore." Bucky told him.

"She remembered me Bucky." He said.

"And I remembered you too, but I still hurt you. I'm not saying all of Lily is gone forever, but it just may take some time to get her back." Steve nodded sadly. Bucky had never thought he'd see Lily again, and to be honest he would have been fine with that. It wasn't that Bucky didn't like Lily, he loved Lily, but she was the only thing that could rip him and Steve apart. When he saw how Steve looked at her, like she was his whole world, he took a step back. He didn't want to hurt Steve or his chances of finding someone. Bucky knew the day he met Lily, that she could be the end of their friendship.

*How it all started.*

It was two weeks after Steve's sixteenth birthday, and Lily had just transferred to their school. None of the girls wanted to be her friend because acted and dressed like a girl, and for the same reason none of the boys wanted to go out with her. She sat alone at lunch, hunched over her notebook.

"Hey Bucky, let's go sit with Lily, she could probably use some company." Steve suggested one day and Bucky followed his lead.

"Hey Lily, I'm Steve, this is Bucky. Do you mind if we sit with you?"

"Not at all." She said with a kind smile. The two boys sat down. Bucky soon discovered she liked comics and dirty jokes, and a lot of other things girls weren't supposed to like. She was a rebel, and Bucky was hooked. After a few months Bucky was able to convince her to go out with him, and they had a good time in the back of his dad's car, on more than one occasion. Then he met another girl and denied that he had ever gone out with Lily. Bucky still isn't sure why she still wanted to be friends with him after that, but he could tell that she never completely got over it.

*Now*

Lily was permitted out of the cell, but for now the collar stayed. They offered her a room, but she wanted to stay with Steve. He introduced her to the team and slowly integrated her into the modern world. They had discovered that during her time inder Hydra's control she wasn't one hundred percent cognitive.  
"So, it's 2013?" She asked.  
"It sure is." Steve confirmed. "And you know a woman can do whatever she wants now, it's normal for women to wear pants in public." He told her and her face lit up.  
"This is great, Steve. Bucky, you, and I, we can finally be who we were meant to be, who we always been. No more judgement or stares." She sighed happily. Steve grabbed her hand gently as he stared into her eyes like a love sick kid, but he noticed her ring was gone.  
"What happened to your ring?" He wondered.  
"I'm not sure, something must have happened to it during the crash, all of my memories are still pretty fuzzy." She told him.  
"Well I'll have to get you a new one." He said and smiled.  
"Steve I was wondering, and I won't be upset if there was, but was there anyone else after me?" She asked and he nodded, feeling slightly ashamed.  
"Yeah, her name is Peggy Carter, she is a good, strong woman. You'd like her."  
"Are you two still involved?"  
"No, I met her after your plane went down, then I got frozen in the ice. She is much older now, and she may not have much longer." Steve explained.  
"I'm sorry."  
"It's alright. I love her but I love you two, Peggy and I don't have a chance now, but you and I do. I want to give you the life we planned, if you still want it." Lily leaned forward and kissed her soldier for the first time in over 70 years. As the weeks went on Steve got used to having her sleeping next to him again, but he also had to get used to the pain that woke her up. She'd shake and her body would tense.  
"It's seems like it's only gotten worse." Steve sighed as he rubbed her hands in the middle of the night.  
"The electricity actually helps, the pulses soothe the pain." She told him.  
"We have to get that collar off." He said.  
"No, if they take it off I could lose control and hurt someone, I could hurt you." She cried, tears streaming down her scarred cheeks.  
"Baby doll, you won't lose control, and I can't stand seeing you in pain like this." Her pain eventually faded and Steve fell asleep. Lily was glad to be home, but she felt off. When she looked in the mirror all she saw was a scarred, distorted version of herself, an ugly, broken thing. That beautiful show girl was gone, and Steve looked so perfect now, looks were never that important to him, but anyone could see they didn't belong together. She had been under Hydra's thumb for so long, it was hard for her to find herself. Her hair had grown longer, as had Bucky's. Lily got out of bed and grabbed some scissors from the bathroom. She went to turn on the light, but found no switch.  
"Would you like me to turn the light on Miss Martin?" Jarvis asked, the AI had startled her.  
"Who's there?"  
"My name is Jarvis, I'm an automated Intelligence system wired throughout the tower. Think of me as a personal assistant." He explained. "Would you like me to turn on the light ma'am?"  
"Yes Mr. Jarvis, Sir."  
"Jarvis is fine miss." He said and turned the light on. Lily started cutting her hair to the same length it was over 70 years ago, but she still didn't feel like herself. She crawled back in bed with Steve, which woke him, he had always been a light sleeper.  
"Sorry, I didn't mean to wake you." She whispered.  
"It's alright. You cut your hair."  
"Yeah, it was bothering me." She sighed.  
"Is that the only thing that's bothering you?" Steve questioned.  
"I've got a lot on my mind Stevie." She told him and buried her face in his chest.  
"No matter what you think, you're beautiful. You're just as breathtaking as you were the day I met you."


End file.
